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Bergesen Worldwide Gas ASA (BW Gas) Bond Issue Prospectus

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Bergesen Worldwide Gas ASA (BW Gas) Bond Issue Prospectus Bergesen Worldwide Gas ASA (BW Gas) Bond Issue Prospectus Registration document Joint Book Runners Oslo, August 14, 2006 BW Gas ASA Prospectus of August 14, 2006 Table of contents: 1. Risk factors ............................................................................................................................................................. 3 2. Definitions .............................................................................................................................................................. 4 3. Persons responsible ................................................................................................................................................ 5 4. Statutory Auditors .................................................................................................................................................. 6 5. Information about the Issuer .................................................................................................................................. 7 6. Business overview.................................................................................................................................................. 9 7. Organizational structure ....................................................................................................................................... 19 8. Trend information................................................................................................................................................. 21 9. Forecasts or estimates........................................................................................................................................... 22 10. Administrative, management and supervisory bodies....................................................................................... 23 11. Major shareholders ............................................................................................................................................. 25 12. Financial information concerning the issuer's assets and liabilities, financial position and profits and losses 26 13. Third party information and statement by experts and declarations of any interest......................................... 28 14. Documents on display ........................................................................................................................................ 29 Cross Reference List................................................................................................................................................. 30 Bergesen Worldwide Gas’ Articles of Association ................................................................................................. 31 Glossary of Shipping Terms..................................................................................................................................... 32 2 of 32 BW Gas ASA Prospectus of August 14, 2006 1. Risk factors BW Gas’ industrial nature and international presence gives exposure to financial risks which include but are not limited to, currency risks, interest risks and credit risks. BW Gas uses different financial instruments to actively operate its financial exposure. In addition, there are several other types of risks associated to the daily operations that must be considered. The risks and uncertainties described below may not be the only ones. Additional risks and uncertainties not presently known or that are currently deemed immaterial, may also impair business operations. Risk factors Volatile market cycles The most important market risk for BW Gas is related to the highly cyclical nature of the LPG shipping industry, which may lead to volatility in freight rates and vessel values. Approximately 77 % of the company’s time charter revenue and 68% of operating profit before depreciation were generated from the LPG segment in 2005. Demand for LPG ships is primarily explained by the production of LPG from exporting countries. Delays, alternations in trade patterns, deliveries and scrapping Much of the future expansion in LPG production is related to gas projects, and delays in such projects may cause delay in projected seaborne LPG volumes. Another demand factor is changes in trading patterns, which affects transportation distances. The most important factors which influence the supply side of LPG shipping are the number of newbuilding deliveries and the scrapping rate. Dependence on market growth An important growth strategy is to expand the LNG operations. This will depend on continued growth in the global LNG market. Customer relations The growth of the company’s LNG business also depends on the ability to expand relationships with existing customers and to obtain new customers. BW Gas derives all of its LNG revenues from four customers, and the loss of any customer, time charter or vessel could result in loss of revenues and cash flow. Interest rate BW Gas has implemented strategies for managing interest rate, foreign exchange and bunker oil risks. The interest rate risk is mainly related to floating debt financing of the long-term time charters for the LNG fleet. The company has entered into long-term interest rate hedging instruments to mitigate the effects of changing US dollar interest rates related to the LNG contract exposure. Currency BW Gas is a US dollar based company with all revenues, debt and a significant part of the operating costs in the US currency. However, approximately 35% of the operating expenses are denominated in NOK and a hedging system is in place to mitigate the effects of changes in the USD/NOK exchange rate. Bunker oil prices The recent strategy of building up an extensive Contract of Affreightment (COA) cover for the VLGC fleet has increased the bunker price exposure as most of the contracts are concluded without bunker clauses. When COAs are entered into without bunker clauses, revenues are fixed or partly fixed while fuel costs are exposed to bunker oil price fluctuations. A system for hedging parts of the bunker oil risk in COA and on spot charters has been implemented. Risks associated with operating across the world Transporting gas across the world creates risk of business interruptions due to political circumstances in foreign countries, terrorist attacks, hostilities, labor strikes and boycotts. There is also a potential for changes in tax rates or policies and the potential for government expropriation of vessels. Any of these events may result in loss of revenues and/or increased costs. 3 of 32 BW Gas ASA Prospectus of August 14, 2006 2. Definitions BW Gas or the Company or the Issuer or the Borrower - Bergesen Worldwide Gas ASA, company reg. no. 910517694 the Group - BW Gas and its subsidiaries BW Group - Bergesen Worldwide Ltd Group of companies including BW Gas, Bergesen Worldwide Offshore Ltd (BW Offshore), tankers and dry bulk vessels BW Ltd - Bergesen Worldwide Limited, the ultimate holding company of BW Gas World Nordic - World Nordic ApS, the main shareholder of BW Gas Financial Statements 2002-2004 - BW Gas' annual report 2002-2004, IFRS Annual Report of 2005 - BW Gas' annual report of 2005. 1Q06 Report - BW Gas’ 1st Quarterly Report of 2006 Registration Document /Prospectus - this document dated August 14, 2006 Section - a section in this Registration Document Board or Board of Directors - the board of directors of the Company Companies Registry - the Norwegian Registry of Business Enterprises (Foretaksregisteret) Oslo Børs - Oslo Børs ASA (the Oslo Stock Exchange) EBIT - earnings before interest and taxes EBITA - earnings before interest, taxes and amortisation EBITDA - earnings before interest, taxes, depreciation and amortisation EUR - Euro, the legal tender of the European Union IFRS - International Financial Reporting Standards NGAAP - generally accepted account principles in Norway ISIN - International Securities Identification Number Joint Book runners - Nordea Bank Norge ASA and Pareto Securities ASA Nordea - Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, 0107 Oslo, Norway Pareto Securities - Pareto Securities ASA, P.O. Box 1411 Vika, 0115 Oslo, Norway NOK - Norwegian kroner, the legal tender of Norway USD - United States dollars, the legal tender of the United States of America Restructuring - the 2005 restructuring of Bergesen d.y. ASA into BW Gas through de- merger and sale of non-gas assets The Fleet - BW Gas’ total fleet comprising LPG/ammonia and LNG vessels 4 of 32 BW Gas ASA Prospectus of August 14, 2006 3. Persons responsible 3.1 Persons responsible for the information Persons responsible for the information given in the registration document are as follows: Bergesen Worldwide Gas ASA, Drammensveien 106, 0273 Oslo, Norway 3.2 Declaration by persons responsible Responsibility statement This Registration Document has been prepared by BW Gas ASA with a view to providing a description of relevant aspects of BW Gas ASA in connection with the Bond Issue and an investment therein. We confirm that, taken all reasonable care to ensure that such is the case, the information contained in the registration document is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, Norway, August 14, 2006 Bergesen Worldwide Gas ASA Joint Book Runners Nordea Bank Norge ASA and Pareto Securities ASA have assisted the Company in preparing the Registration Document. Neither Nordea Bank Norge ASA nor Pareto Securities ASA has separately verified the information contained herein. Accordingly, no
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